Case 1:18-cr-00457-AMD Document 126 Filed 02/13/20 Page 1 of 56 PageID #: 1349 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF NEW YORK - - - - - - - - - - - - - - - - - - - - - - - - - - - - X UNITED STATES OF AMERICA SUPERSEDING INDICTMENT - against - Cr. No. 18-457 (S-3) (AMD) HUAWEI TECHNOLOGIES CO., LTD., (T. 18, U.S.C., §§ 371, 981(a)(1)(C), HUAWEI DEVICE CO., LTD., 982(a)(1), 982(a)(2), 982(b)(1), 1343, HUAWEI DEVICE USA INC., 1344, 1349, 1512(k), 1832(a)(5), FUTUREWEI TECHNOLOGIES, INC., 1832(b), 1956(h), 1962(d), 1963(a), SKYCOM TECH CO., LTD., 1963(m), 2323(b)(1), 2323(b)(2), 2 and WANZHOU MENG, 3551 et seq.; T. 21, U.S.C., § 853(p); also known as “Cathy Meng” and T. 28, U.S.C., § 2461(c); T. 50, U.S.C., “Sabrina Meng,” §§ 1702, 1705(a) and 1705(c)) Defendants. - - - - - - - - - - - - - - - - - - - - - - - - - - - - X THE GRAND JURY CHARGES: INTRODUCTION At all times relevant to this Superseding Indictment, unless otherwise indicated: I. The Defendants 1. The defendant HUAWEI TECHNOLOGIES CO., LTD. (“HUAWEI”) was a global networking, telecommunications and services company headquartered in Shenzhen, Guangdong, in the People’s Republic of China (“PRC”). As of the date of the filing of this Superseding Indictment, HUAWEI was the largest telecommunications Case 1:18-cr-00457-AMD Document 126 Filed 02/13/20 Page 2 of 56 PageID #: 1350 2 equipment manufacturer in the world. HUAWEI was owned by its parent company, Huawei Investment & Holdings Co., Ltd. (“Huawei Holdings”), which was registered in Shenzhen, Guangdong, PRC, and predecessor entities of that company. 2. The defendant HUAWEI DEVICE CO., LTD. (“HUAWEI DEVICE”) was a company in the PRC that designed and manufactured wireless phones. HUAWEI DEVICE was a subsidiary of HUAWEI. 3. The defendant HUAWEI DEVICE USA INC. (“HUAWEI DEVICE USA”), a manufacturer of communication products whose headquarters was in the United States, and the defendant FUTUREWEI TECHNOLOGIES, INC. (“FUTUREWEI”), a research and development company whose headquarters was in the United States, were both subsidiaries of HUAWEI and Huawei Holdings. 4. The defendant SKYCOM TECH CO., LTD. (“SKYCOM”) was a corporation registered in Hong Kong whose primary operations were in Iran. SKYCOM functioned as HUAWEI’s Iran-based subsidiary. As of 2007, Huawei Holdings owned SKYCOM through a subsidiary (“Huawei Subsidiary 1”), an entity the identity of which is known to the Grand Jury. In or about November 2007, Huawei Subsidiary 1 transferred its shares of SKYCOM to another entity (“Huawei Subsidiary 2”), an entity the identity of which is known to the Grand Jury, which was purportedly a third party in the transaction but was actually controlled by HUAWEI. Following this transfer of SKYCOM shares from Huawei Subsidiary 1 to Huawei Subsidiary 2, HUAWEI falsely claimed that SKYCOM was one of HUAWEI’s local business partners in Iran, as opposed to one of HUAWEI’s subsidiaries or affiliates. Case 1:18-cr-00457-AMD Document 126 Filed 02/13/20 Page 3 of 56 PageID #: 1351 3 5. The defendant WANZHOU MENG, also known as “Cathy Meng” and “Sabrina Meng,” was a citizen of the PRC. From at least in or about 2010, MENG served as Chief Financial Officer of HUAWEI. Between approximately February 2008 and April 2009, MENG served on the SKYCOM Board of Directors. More recently, MENG also served as Deputy Chairwoman of the Board of Directors for HUAWEI. II. The Scheme to Misappropriate Intellectual Property 8. Since at least in or about 2000 through the date of this Superseding Indictment, the defendants HUAWEI, FUTUREWEI, HUAWEI DEVICE and HUAWEI DEVICE USA (the “IP Defendants”) and others executed a scheme to operate and grow the worldwide business of HUAWEI and its parents, global affiliates and subsidiaries through the deliberate and repeated misappropriation of intellectual property of companies headquartered or with offices in the United States (the “Victim Companies”) for commercial use. By misappropriating the intellectual property of the Victim Companies, the IP Defendants received income directly and indirectly, including by benefitting from the sale of products containing stolen intellectual property and saving on research and development costs, which income the IP Defendants agreed to use to establish and operate the worldwide Case 1:18-cr-00457-AMD Document 126 Filed 02/13/20 Page 4 of 56 PageID #: 1352 4 business of Huawei and its parents, global affiliates and subsidiaries, including in the United States. 9. The misappropriated intellectual property of the Victim Companies comprised or included trade secret information, as defined by Title 18, United States Code, Section 1839(3), and other confidential and nonpublic intellectual property. To protect trade secret information and other intellectual property from disclosure, the Victim Companies each employed reasonable measures, including but not limited to physical, electronic and network security, company policy and training, and legal agreements and contracts. The IP Defendants believed that the misappropriated intellectual property comprised or contained trade secret information, and knew and intended that such misappropriation would injure the Victim Companies. 10. The misappropriated intellectual property of Victim Companies consisted of 10 or more copies of copyrighted works with a value greater than $2,500 within a period of 180 days, as defined and described within Title 18, United States Code, Section 2319. The IP Defendants knew and intended that the misappropriation of copyrighted works would injure the Victim Companies. 11. To obtain the intellectual property of the Victim Companies, the IP Defendants sometimes entered into confidentiality agreements with the owners of the intellectual property and then violated the terms of the confidentiality agreements by misappropriating the intellectual property for the IP Defendants’ own commercial use. The IP Defendants also tried to recruit employees of the Victim Companies in order to gain access to intellectual property of their former employers, and the IP Defendants directed and incentivized their own employees to steal intellectual property from other companies. Case 1:18-cr-00457-AMD Document 126 Filed 02/13/20 Page 5 of 56 PageID #: 1353 5 12. On other occasions, the IP Defendants used proxies such as professors working at research institutions or third party companies, purporting not to be working on behalf of the IP Defendants, to gain access to the Victim Companies’ nonpublic intellectual property. Those proxies then impermissibly provided the Victim Companies’ nonpublic proprietary information to the IP Defendants. 13. In another effort to gain access to the nonpublic intellectual property of the Victim Companies, in 2013, HUAWEI launched a formal policy instituting a bonus program to reward employees who obtained confidential information from competitors. Under the policy, HUAWEI established a formal rewards schedule to pay employees of HUAWEI affiliates for stealing information from competitors based upon the value of the information obtained. Employees were directed to post confidential information obtained from other companies on an internal HUAWEI website, or, in the case of especially sensitive information, to send an encrypted email to a special huawei.com email mailbox. A “competition management group” was tasked with reviewing the submissions and awarding monthly bonuses to the employees who provided the most valuable stolen information. Biannual awards also were made available to the top “Huawei Regional Divisions” that provided the most valuable information. A memorandum describing this program was sent to employees in the United States. 14. To avoid and minimize the costs of potential civil and criminal liability in the United States, and therefore more easily establish and operate HUAWEI’s U.S. business, the IP Defendants engaged in a pattern of obstruction. In advance of and during civil proceedings regarding the IP Defendants’ alleged misappropriation of intellectual property, the IP Defendants provided false information in the form of affidavits or reports of Case 1:18-cr-00457-AMD Document 126 Filed 02/13/20 Page 6 of 56 PageID #: 1354 6 internal investigations, to minimize potential liability for the misappropriation of intellectual property. Similarly, the IP Defendants instructed employees to conceal information from law enforcement. For example, an official HUAWEI manual labeled “Top Secret” instructed certain individuals working for HUAWEI to conceal their employment with HUAWEI during encounters with foreign law enforcement officials. 15. To prevent civil and criminal liability, as well as reputational harm, when confronted with evidence of their wrongdoing, the IP Defendants publicly blamed the wrongdoing on purportedly rogue low-level employees of HUAWEI and its subsidiaries and affiliates. 16. HUAWEI, HUAWEI DEVICE USA and FUTUREWEI agreed to use the proceeds derived from the theft of intellectual property to establish and operate the business of HUAWEI and its parents, global affiliates and subsidiaries in the United States and abroad. Similarly, HUAWEI, HUAWEI DEVICE USA and FUTUREWEI agreed to benefit from cost savings generated by stolen intellectual property to innovate more quickly and thus to also establish and operate the business of HUAWEI and its parents, and global affiliates and subsidiaries in the United States and abroad. 17. As part of the scheme to establish and operate the business of HUAWEI and its parents, global affiliates and subsidiaries in the